Terms of Service

1. Services and Scope

We provide custom web development, design, and maintenance services. Each project is governed by a separate Statement of Work (SOW) that outlines specific deliverables, timelines, and costs. In the event of a conflict between these Terms and an SOW, the SOW shall prevail for that specific project.

1.1 Standard Website Build Inclusions

Our standard website build package includes:

• Professional website with up to 7 pages
• Customization of an industry-specific template
• Mobile-first responsive design
• Contact form setup and configuration
• Click-to-call phone number integration
• Google Maps embed
• Basic on-page SEO including titles, meta descriptions, and site structure optimization
• Google Business Profile setup assistance
• Domain registration (if you do not already own a domain)
• Deployment to production hosting and domain connection
• Two rounds of revisions during the design and development process

The monthly Hosting & Care subscription includes domain renewal, ensuring your domain never expires as long as your subscription remains active.

1.2 Service Exclusions

Unless explicitly included in your Statement of Work, the following services are NOT included in our standard offering:

• Custom Design Work: Our sites are built using proven, industry-specific templates. Fully custom design from scratch is not included.
• E-commerce Functionality: Online stores, shopping carts, payment processing, and product catalogs are not included.
• Booking & Scheduling Systems: Online appointment booking, calendar integrations, or scheduling tools are not included.
• Blog or CMS Setup: Content management systems for blogging or frequent content updates are not included in the base package.
• Branding Services: Logo design, brand identity development, and brand strategy are not included.
• Media Production: Professional photography, videography, or video production services are not included.
• Copywriting: Content writing services are not included. Clients provide their own content, or we can adapt from existing materials you supply.
• Ongoing Marketing: SEO campaigns, Google Ads management, social media marketing, and advertising services are not included.
• Social Media Integration: Social media feed integration, posting automation, or social media management are not included.
• Custom Applications: Custom web applications, interactive features beyond standard forms, or complex functionality requiring custom development are not included.
• Third-Party Integrations: Integrations with third-party services beyond standard contact forms (such as CRM systems, marketing automation, or specialized business tools) are not included.

If you require any of these excluded services, please contact us to discuss custom pricing and availability. We may be able to provide these services for an additional fee or refer you to trusted partners.

2. Client Responsibilities

Account Security: You are responsible for maintaining the confidentiality of any credentials we provide for staging sites or project management tools.

Content Provision: You agree to provide necessary text, images, and brand assets in a timely manner. Delays in providing content may result in project timeline shifts.

Lawful Use: You warrant that any content provided does not infringe on third-party rights and complies with all applicable laws.

3. Pricing, Payments, and Refunds

Payment Terms: Fees are outlined in your SOW. A non-refundable deposit is typically required to begin work.

Late Payments: We reserve the right to suspend development or pause hosting/maintenance services if payments are more than 15 days overdue.

Refunds: Due to the bespoke nature of digital services, payments for milestones already completed are non-refundable.

4. Intellectual Property

Our Background IP & Templates: We retain ownership of all pre-existing code, proprietary tools, standardized templates, and “boilerplates” used to build your project. These elements are licensed to you for use within your specific project but remain our intellectual property.

Client Ownership: Upon final payment, we grant you full ownership of the custom code and visual design created specifically for your project (the “Final Deliverables”).

Portfolio Rights: Unless otherwise agreed in writing, you grant us a non-exclusive license to display screenshots and links to your completed project in our professional portfolio.

5. Code Ownership and Transfer

During Active Subscription: Website code and infrastructure remain the property of Oak Pass Digital during your active monthly subscription.

Code Transfer After 12 Months: After 12 consecutive months of payment, you may request a one-time code transfer at no additional charge. This includes the full source code repository, build instructions and documentation, and all content, images, and assets.

Early Code Transfer: If you wish to obtain the code before completing 12 months of service, an early code transfer is available for a $1,000 buyout fee.

After Code Transfer: Once code is transferred, you assume all hosting and maintenance responsibilities. Your monthly subscription ends, and no ongoing technical support is provided by Oak Pass Digital.

Cancellation Without Code Transfer: If you cancel your monthly subscription without requesting code transfer, your site will go offline after the grace period. You retain rights to your content (text, images, branding), but you do not receive the source code.

6. Third-Party Services

We often integrate or rely on third-party tools to provide your solution, including but not limited to:

• Infrastructure & Security: Hetzner, Cloudflare.
• Payments: Stripe.
• Analytics: Umami or Google Analytics.

Your use of these tools is subject to their respective terms. We are not responsible for price increases, service outages, or data policy changes made by these third-party providers.

7. Prohibited Activities

You may not use our services to:

• Distribute malware or engage in "scraping" or "DDoS" activities.
• Attempt to gain unauthorized access to our development or server environments.
• Harass our staff or submit fraudulent project requests.

8. Termination

Either party may terminate a project via written notice.

By Client: You are responsible for payment for all work completed up to the date of termination.

By Us: We may terminate service immediately for breach of these terms, non-payment, or illegal conduct.

9. Disclaimers and Limitation of Liability

No Guarantee of Results: We do not guarantee specific SEO rankings, traffic, or conversion rates.

Liability Cap: TO THE FULLEST EXTENT PERMITTED BY LAW, OUR MAXIMUM LIABILITY FOR ANY CLAIM IS LIMITED TO THE AMOUNT YOU PAID FOR THE SPECIFIC SERVICE THAT GAVE RISE TO THE CLAIM. We are not liable for indirect, incidental, or consequential damages.

10. Governing Law and Dispute Resolution

Governing Law: These Terms are governed by the laws of the State of California.

Arbitration: Any unresolved disputes will be settled via binding arbitration under AAA Rules. You waive the right to a jury trial or class-action lawsuit.

11. Contact Information

Legal: legal@oakpassdigital.com | Privacy: privacy@oakpassdigital.com